What key factors should be included in an exclusive international distributor agreement

We are a software company with an international partner in EU. They want to be exclusive as a distributor what should be the most important points we need in our agreement?
Our product is not in a box its intangible..

If I was doing what these items would be on my check list:

• Performance measures.
• A ramp up to exclusivity based on performance
• An option to drop exclusivity under specific situations
• Scaled compensation
• Clear delineation of customer service responsibilities
• Clear definitions of customer ownership
• Reporting Requirements
• Marketing/Branding requirements
• An exit strategy.

Great question. I look forward to seeing others responses.